Komplementären

Komplementären are the general partners in a Kommanditgesellschaft (KG), a form of commercial partnership common in German-speaking countries. In a KG, there are two types of partners: general partners (Komplementäre) who manage the business, and limited partners (Kommanditisten) who contribute capital but have limited rights to participate in management. The combination aims to balance active management with risk capital provided by the limited partners.

The core role of the Komplementäre is to run the company and represent it in dealings with third parties. They have unlimited liability for the obligations of the partnership, meaning their personal assets can be used to satisfy company debts. If there are multiple Komplementäre, they typically bear liability jointly and severally, unless the partnership agreement provides otherwise. Their management decisions are generally binding for the KG, subject to any contractual limitations or internal rules.

Komplementäre stand in contrast to Kommanditisten, whose liability is limited to their agreed-upon contribution and who usually do not participate in day-to-day management. The partnership agreement, as well as statutory provisions, govern the distribution of profits, voting rights, and the scope of authority. In practice, the structure often favors a GmbH & Co. KG, where the general partner is a limited liability company (GmbH) rather than an individual, thereby reducing personal liability for the managing partners while preserving the KG’s management framework.

Formation and existence of a KG, including the position of the Komplementäre, are regulated under commercial and civil law in German-speaking jurisdictions and require appropriate partnership agreements and registration in the commercial register.